By the Issuer. The Issuer agrees to indemnify and hold harmless, to the maximum extent permitted by law, each holder of Registrable Shares, such holder’s officers and directors, employees, agents and representatives, and each Person who controls such holder (within the meaning of the Act) (collectively, the “Investor Indemnified Parties”) against all losses (other than loss of profit in connection with the distribution of the Registrable Shares), claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations by the Issuer: (i) any untrue or alleged untrue statement of material fact contained in any prospectus, preliminary prospectus, registration statement or any amendment thereof or supplement thereto, in respect of a Demand Registration or Piggyback Registration, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any violation or alleged violation by the Issuer of the Securities Laws or any rule or regulation promulgated thereunder applicable to the Issuer and relating to action or inaction required of the Issuer in connection with any such qualification, registration or compliance. In addition, the Issuer will reimburse such Investor Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Issuer shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such prospectus, preliminary prospectus, registration statement or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Issuer by such Investor Indemnified Party expressly for use therein or by such Investor Indemnified Party’s failure to deliver a copy of the prospectus or registration statement or any amendments or supplements thereto after the Issuer has furnished such Investor Indemnified Party with a sufficient number of copies of the same.
By the Issuer the Issuer shall, upon presentation of duly documented evidence, indemnify each Agent against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all costs, charges and expenses paid or properly incurred in disputing or defending any of the foregoing) that it may incur or that may be made against it directly arising out of or in relation to or in connection with its appointment or the exercise of its functions, other than by reason of the Agent’s own material breach of any of its undertakings and agreements of this Agreement, its own negligence, fraud or wilful default or that of its officers, employees or agents.
By the Issuer. The Issuer shall indemnify each Agent against any losses, liabilities, costs, claims, actions, demands or expenses (including, but not limited to, all reasonable costs, legal fees, charges and expenses paid or incurred in disputing or defending any of the foregoing) which it may incur or which may be made against any Agent as a result of or in connection with its appointment or the exercise of its powers and duties hereunder except such as may result from its own wilful default, negligence or bad faith or that of its officers, directors or employees or the material breach by it of the terms of this Agreement. Notwithstanding the foregoing, under no circumstances will the Issuer be liable to any of the Agents or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit), even if advised of the possibility of such loss or damage. In case any action shall be brought against any of the Agents in respect of which indemnity may be sought from the Issuer, such Agent shall promptly notify the Issuer in writing and shall employ such legal advisers as may be agreed between them or, in default of such agreement, as such Agent may reasonably select. The Issuer shall not be liable in respect of any settlement of any such action effected without its consent, such consent not to be unreasonably withheld or delayed.
By the Issuer. The Issuer shall indemnify each Agent and their respective directors, officers and employees against any Losses which it may incur or which may be made against it arising out of or in connection with its appointment or the exercise of its functions under this Agreement, except as may result from its wilful misconduct or gross negligence or that of its directors, officers or employees.
By the Issuer. (1) Board of Directors Minutes authorizing the issuance of 3,000,000 common shares registered in the names of the SHAREHOLDERS, equal to their pro-rata holdings in SRP AUSTRALIA.
By the Issuer. By the Issuer, upon written notice to the Issuer, is any representation or warranty made in this Agreement by the Purchaser shall have been false or incorrect in any material respect when made or shall have become false or incorrect in any material respect thereafter, or if the Purchaser shall fail to perform or observe any material covenant or agreement made by it in this Agreement; or
By the Issuer. 9.1 The Issuer represents and warrants to and agrees with each Lender and each Noteholder on the date of this Agreement and on each Settlement Date that each of the statements set out in Schedule 6 to this Agreement is true and accurate by reference to the facts and circumstances existing at the relevant Settlement Date and the Issuer undertakes to notify the Funding Agent, each Lender and each Noteholder as soon as it becomes aware of any breach of the representations and warranties set out in Schedule 6.